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M&A and Subsidiary Changes2734SALA CORPORATIONRetail

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

The Company will transfer all 200 shares of its consolidated subsidiary (indirect subsidiary), 株式会社宮下工務店, to Miyashita Yuji (宮下 祐治) and 2 other parties. Following the transfer, the Company will hold 0 shares, with an ownership interest in voting rights of 0%, and the company will cease to be part of the Company Group.

Worth reading
49Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
200
Shares
Wording
Definitive
How definitive the wording is.

This transaction

Share transfer
CounterpartyMiyashita Yuji (宮下 祐治), Miyashita Michiko (宮下 美智子), 株式会社MIYA
Disclosing companySALA CORPORATION
株式会社宮下工務店Voting rights ownership percentageNumber of shares acquired 200 shares (number of voting rights not stated)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Planning, design, construction and contracting of building works / real estate brokerage / non-life insurance agency services

Location Chuo Ward, Hamamatsu City, Shizuoka PrefectureShare capital ¥10 millionDate of incorporation 7 September 1988
Net Sales¥888 million (fiscal year ended November 2025)
Operating profit¥44 million (fiscal year ended November 2025)
Net income for the current fiscal year¥31 million (fiscal year ended November 2025)
Net assets¥841 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition priceNot disclosed pursuant to the confidentiality agreement between the parties.
Impact on Business Performance

The impact of this share transfer on consolidated results for the fiscal year ending November 2026 will be immaterial.

Procedures and assumptions
Management structure after acquisitionIndependent management centered on its founder, Miyashita Yuji (宮下 祐治)
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameMiyashita Yuji (宮下 祐治), Miyashita Michiko (宮下 美智子), 株式会社MIYA
Name of the Subject Company株式会社宮下工務店
Business Description of the Subject CompanyPlanning, design, construction and contracting of building works / real estate brokerage / non-life insurance agency services
Location of the Subject CompanyChuo Ward, Hamamatsu City, Shizuoka Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company7 September 1988
Net Sales of the Subject Company¥888 million (fiscal year ended November 2025)
Operating Profit of the Subject Company¥44 million (fiscal year ended November 2025)
Net Income of the Subject Company¥31 million (fiscal year ended November 2025)
Net Assets of the Subject Company¥841 million (fiscal year ended November 2025)
Acquisition priceNot disclosed pursuant to the confidentiality agreement between the parties.
Number of shares acquired200 shares (number of voting rights not stated)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact of this share transfer on consolidated results for the fiscal year ending November 2026 will be immaterial.
Date of board resolution7 April 2026
Contract Date9 April 2026
Execution Date / Effective Date1 June 2026
Management structure after acquisitionIndependent management centered on its founder, Miyashita Yuji (宮下 祐治)
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

In light of changes in the business environment, the Company has set out the establishment of a stock-based housing business model centered on renovation under its Sixth Medium-Term Management Plan. The Company determined that the shortest path to growth for 宮下工務店 would be to build on its strength in community-based operations through independent management centered on its founder, Miyashita Yuji (宮下 祐治), while optimizing its business portfolio and selectively concentrating management resources within the Company Group would contribute to maximizing corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Change in Consolidated Subsidiary (Share Transfer) | SALA CORPORATION (2734) timely disclosure | Komori